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HomeMy WebLinkAbout302 Pintail Purchase Agreement and Lease AgreementBOSE McKINNEY &EVANSLIT ATTORNEYS AT LAW January 25, 2005 VIA HAND DELIVERY Les A. Olds, AIA Director of Redevelopment CITY OF CARMEL One Civic Square Carmel, Indiana 46032 Dear Les: Tammy K. ]Taney North Office Direct Dial (317) 6845308 Direct Fax (317) 223 -0308 E -Mail: THaney@boselaw.com Enclosed is the Real Estate Purchase Agreement signed by Nathan and Jeanne Maudlin. Have you reviewed my email regarding the environmental report? Sincerely, Tam aney TKH/cas Enclosure 65309.1 Downtown • 2700 First Indiana Plaza • 135 North Pennsylvania Street • Indianapolis, Indiana 46204 • (317) 684-5000 • Fax (317) 684-5173 North Office • 600 East 96th Street • Suite 500 • Indianapolis, Indiana 46240 • (317) 6845300 • Fax (317) 684-5316 Washington Office • 700 North One Lafayette Centre • 1120 20th Street, N.W. • Washington, U.C. 20036 • (202) 973 -1229 • Fax (202) 973 -1212 www.boselaw.com REAL ESTATE PURCHASE AGREEMENT THIS REAL ESTATE PURCHASE AGREEMENT ( "Agreement ") is executed as ofthe day of , 2005 (the "Agreement Date "), by NATHAN B. MAUDLIN and JEANNE G. MAUDLIN, husband and wife, whose address is 302 Pintail Court, Carmel, Indiana 46032 ( "Seller "), and the CITY OF CARMEL REDEVELOPMENT COMMISSION, whose address is One Civic Square, Carmel, Indiana 46032 ( "Buyer "), who acknowledge that the following facts are true: A. Seller is the owner in fee simple of certain real estate located in Hamilton County, commonly known as 302 Pintail Court, Carmel, Indiana 46032, as more particularly described in the attached Exhibit A, which is incorporated herein by reference (the "Property"); and B. Buyer desires to purchase, and Seller desires to sell the Property; C. Buyer intends to develop a portion of the Property as part of the Illinois Street expansion project. In consideration of the mutual covenants hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Buyer agree as follows: 1. Purchase and Sale. Seller agrees to sell, and Buyer agrees to purchase the Property for the price and subject to the terms and conditions hereinafter set forth. 2. Purchase Price. The purchase price for the Property (the "Purchase Price ") shall be Three Hundred Thirty -Six Thousand Two Hundred Fifty Dollars ($336,250.00). 3. Payment of Purchase Price. On closing this transaction Buyer shall pay the Purchase Price, plus or minus any prorations and adjustments made pursuant to this Agreement to Seller in immediately available funds. 4. Conditions. Buyer's obligations under this Agreement are subject to the satisfaction (or waiver in writing by Buyer) ofthe conditions in this paragraph 4 within thirty (30) days after the Agreement Date (the "Satisfaction Date "). At any time after the Agreement Date, Buyer and its agents shall have the right to (and Seller hereby grants permission to Buyer to) enter upon the Property and make all engineering, soil boring, percolation and other tests and inspections deemed necessary by Buyer to satisfy Buyer as to the condition of the Property, including any inspections which are necessary as a result of the Seller's Residential Disclosure Document as provided for in subparagraph (f); provided, however, that Buyer shall restore any damage to the Property resulting from the entry of Buyer or its agents. All such tests shall be at Buyer's cost and expense. In the event the following conditions are not satisfied by the Satisfaction Date, Buyer shall, on or before the Satisfaction Date, give Seller written notice that such conditions have not been satisfied and either (1) waive any unsatisfied condition and proceed to Closing ofthe purchase and sale; or (ii) notify Seller that Buyer has elected not to attempt to further resolve or satisfy such condition(s) and that Buyer will not complete the purchase and sale, in which case neither party shall have any further obligation hereunder. Notwithstanding the foregoing, Buyer may, at Buyer's option, extend the Satisfaction Date by thirty (30) days' written notice to Seller anytime prior to the Satisfaction Date. (a) Status of Title. Buyer shall have received the Title Cotmnitment hereinafter defined in the condition and as required under paragraph 5 of this Agreement. 64850.2 64850.2 (b) Permits. Buyer shall have determined, in its sole discretion, that all permits, consents, approvals and other items required or desired by Buyer to be obtained from all federal, state and Local governmental, municipal, public and other authorities, bodies and agencies (collectively, the "Permits "), to permit Buyer to purchase and use the Property as part of the Illinois Street expansion project shall have been or are able to be obtained. (c) Environmental Condition and Wetlands. Buyer shall have determined, in its sole discretion, that (i) the Property is not contaminated with any toxic waste or hazardous substance, including but not limited to, mold; (ii) the Property contains no asbestos or PCB's; (iii) the Property does not appear on any state or federal CERCLA (Comprehensive Environment Responsibility Compensation and Liability Act or Superfund) list; (iv) the Property contains no underground storage tanks; and (v) the Property is not located in any area of special flood hazard, as designated by the United States Department of Housing and Urban Development or the Federal Emergency Management Agency, of in any flood plain, floodway or other flood control district designated by any federal, state or local governmental municipal, public or other authority, body or agency. (d) Improvements. Buyer shall have determined that all improvements, if any, on the Property are located entirely within the bounds thereof, and that there are no encroachments upon the Property by improvements or appurtenances on property adjoining the Property; and Buyer shall have determined that there are no existing violations of zoning ordinances or other laws, ordinances, restrictions or covenants applicable to the Property. (e) Approvals. Buyer shall have obtained any and all necessary resolutions, consents or other approvals allowing Buyer's purchase of the Property pursuant to the terms set forth herein. (t) Seller's Disclosure. Seller shall deliver to Buyer, within five (5) days of the date of this Agreement, the completed Seller's Residential Disclosure Document for the Property. Buyer shall be satisfied with the condition of any and all improvements located on the Property. 5. Seller's Title. (a) Buyer, at its expense, shall obtain a commitment for an owner's policy of title insurance (the "Title Commitment ") issued by a title insurance company satisfactory to Buyer ( "Title Insurer "), in which the Title Insurer shall agree to insure, for the full amount of the Purchase Price, merchantable title to the Property in the name of Buyer, free from the Schedule B standard printed exceptions and all other exceptions except those acceptable to Buyer. Any closing fee charged by the Title Insurer shall be paid by Buyer. (b) If (1) the Title Commitment reflects any exceptions to title which are not acceptable to Buyer in Buyer's sole discretion, or (2) at any time prior to the Closing, title to the Property is encumbered by any exception to title not acceptable to Buyer in Buyer's sole discretion (any such exception or unacceptable state of fact being referred to herein as a "Title Defect"),-then Buyer shall, within fifteen (15) days following receipt of the Title Commitment or discovery of the Title Defect, as the case may be, give Seller written notice of such Title Defect. Seller shall, within fifteen (15) days after receipt of such notice, use its reasonable efforts to remove such Title Defect or obtain affirmative title insurance coverage insuring and defending against any loss, cost or expense arising out of or related to such Title Defect ( "Affirmative Coverage "). On or before the Closing, Seller shall provide Buyer with reasonable evidence of such removal or provide reasonable evidence that such Title Defect will be removed or that such Affirmative Coverage shall be obtained. Notwithstanding anything 2 contained herein to the contrary, Seller shall be obligated to expend whatever sums are required to cure or obtain Affirmative Coverage for the following Title Defects prior to, or at, the Closing: (i) All mortgages, security deeds or other security instruments encumbering the Property; (ii) All past due ad valorem taxes and assessments of any kind, whether or not of record, which constitute, or may constitute, a lien against the Property; and (iii) Judgments against the Seller (which do not result from acts or omissions on the part of Buyer) which have attached to and become a lien against the Property. 6. Appraisals. Buyer, at-Buyer's expense, has obtained appraisals of the fair market value of the Property pursuant to the Indiana Code' 36 -1- 10.5 -5. 7. Cooperation of Seller. Seller shall assist Buyer and its representatives, whenever reasonably requested by Buyer, in obtaining information about the Property. 8. Taxes and Assessments. Buyer will assume and agree to pay real estate taxes and assessments assessed against the Property commencing in May, 2005. 9. Insurance and Risk of Loss. Insurance on the Property shall be cancelled by the Seller as of the Closing. In the event that, prior to Closing, all or any portions of the Property, any interests therein, or any rights appurtenant thereto are taken or appropriated (either permanently or for temporary periods) under the power of eminent domain or condemnation by any authority having such power, or by virtue of any actions or proceedings in lieu thereof, or if any notice or threat of such taking or appropriation has been given or is pending at the Closing, then Buyer, at its option, may either (a) cancel this Agreement by written notice to Seller, in which event neither party shall have any further obligation hereunder, or (b) elect to proceed with Closing, in which event the Purchase Price shall be reduced by an amount equal to any sums previously paid or then payable to Seller by the condemning authority by reason of such taking, appropriation or action or proceeding in lieu thereof, and Seller shall transfer and assign to Buyer at Closing any and all further claims, demands, actions and chooses in action which may exist by virtue of such taking, appropriation or action or proceeding in lieu thereof; provided, however, that until the earlier of (i) Closing or (ii) termination of this Agreement, Seller shall not make any voluntary settlement or agreement regarding any taking, appropriation or action or proceeding in lieu thereof with any condemning authority without first obtaining Buyer's written consent to such settlement or agreement. 10. Closing. The closing of the purchase and sale of the Property (the "Closing ") shall occur at the office of Title Insurer or another location selected by both Seller and buyer, within fifteen (15) days after the satisfaction of the conditions contained in Paragraph 5 hereof (the "Closing Date "), unless Buyer and Seller shall agree upon a different date for the Closing. . 11. Closing Documents. At the Closing, Seller shall execute and deliver to Buyer (a) a general warranty deed conveying the Property to Buyer free and clear of all liens and encumbrances except such as have been approved in writing by Buyer, (b) a Vendor's Affidavit in a form satisfactory to the Buyer and the Title Insurer, (c) a Certification of Non-Foreign Status pursuant to Section 1445(6)(2) of the Internal Revenue Code, (d) an IRS Form I099S Disclosure Statement (if required under the Internal Revenue Code), (e) a closing statement, (f) an Indiana Disclosure of Sales Information Form, and (g) such other instruments, certificates or affidavits as may be provided herein or as Buyer or Title Insurer may reasonably request to effect the intention of the parties hereunder. 64850.2 3 12. Possession. Possession of the Property shall be delivered to Buyer on or before thirty (30) days after the Closing Date, in the same condition as it is now, free and clear of the claims of any other party. At closing, Buyer and Seller shall enter into a lease pursuant to which Seller may retain possession of the Property for up to thirty (30) days after the Closing Date, at no charge, and during such time Seller, shall maintain the Property, provide insurance therefore and pay all utility charges. . 13. Notices. All notices required or pennitted to be given hereunder shall be in writing and delivered either in person or by certified or registered first-class prepaid mail, return receipt requested, to Seller or Buyer at their respective addresses set forth below, or at such other address, notice of which may have been . given to the other party in accordance with this paragraph 13. Seller: Nathan B. Mauldin Jeanne G. Maudlin 302 Pintail Court Carmel, Indiana 46032 Buyer: City of Carmel Redevelopment Commission One Civic Square Carmel, Indiana 46032 Attention: Les A. Olds Any notice given in accordance with this paragraph shall be deemed to have been duly given or delivered on the date the same is personally delivered to the recipient or received by the recipient as evidenced by the return receipt. 14. Representation Regarding Hazardous Waste. Seller hereby warrants and represents to Buyer as follows, that to the best of Seller's knowledge, (a) the Property is not "property" under the Indiana Responsible Property Transfer Law (I.C. 13 -7- 22.5), and no Environmental Disclosure Document need be provided pursuant thereto; (b) the Property is not in any way contaminated with any hazardous substance; (c) the Property does not appear on any state or federal CERCLA (Comprehensive Environmental Responsibility, Compensation, and Liability Act or Superfund) lists; (d) there is no asbestos or PCP's on the Property; (e) there are no underground storage tanks on the Property; (f) neither Seller nor any of Seller's employees, agents, licensees or invitees have placed or permitted the placement of any hazardous substances in, on or over the Property; (g) no other party has placed any hazardous substances in, on or over the Property; (h) the Property has not been used as a plant or site where hazardous substances are subjected to treatment, storage, disposal or recovery; (i) the Property is not subject to any federal, state or local "Superfund" lien, proceedings, claim, liability or action, or the threat or likelihood thereof, for the clean-up, removal or remediation of any such hazardous substance from the Property; (j) by acquiring the Property, Buyer will not incur or be subjected to any liability for the clean-up, removal or remediation of any hazardous substance from the Property or any liability, cost or expense for the removal of any underground storage tank from the Property; and (k) Seller shall indemnify, defend and hold Buyer harmless from and against -any and all claims, demands, liabilities, damages, suits, actions, judgments, fines, penalties, loss, costs and expense (including, but not limited to, attorneys' fees) arising or resulting from, or suffered, sustained or incurred by Buyer as a result (direct or indirect) of the untruth or inaccuracy of any of the foregoing matters represented and warranted by Seller to Buyer or the breach of any of the foregoing covenants and warranties of Seller, which indemnity shall survive the Closing hereof. The fact that Buyer undertakes or obtains any environmental audit or assessment of the Property shall not release or relieve Seller of or from any of the foregoing covenants, representations and warranties. The 64350.2 4 terms "hazardous substance," "release," and "removal" as used herein shall have the same meaning and definition as set forth in paragraphs (14), (22), and (23), respectively, of Title 42 U.S.C. '9601 and I.C. 13- 7- 8.7 -1; provided, however, that the term "hazardous substance" as used herein shall also include "hazardous waste" as defined in paragraph (5) of 42 U.S.C. '6903 and "petroleum" as defined in paragraph (8) of 42 U.S.C. '6991. The term "underground storage tank" as used herein shall have the same meaning and definition as set forth in paragraph (1) of 42 U.S.C. '6991. 15. Further Representations and Warranties of Seller. Seller hereby represents and warrants that: (a) Seller has full power and authority to enter into and consummate the transaction contemplated by this Agreement, and all consents and approvals necessary therefore have been obtained. (b) The execution, delivery and performance by Seller of its obligations under this Agreement will not conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulations, judgment, decree or order by which the Seller is bound, or by any of the provisions of any contract to which the Seller is bound, or, if Seller is not an individual, by the Seller's declaration of trust, certificate of incorporation, bylaws or partnership agreement, as the case may be. (c) Seller has, as of the Agreement Date, and will have as of the date of the Closing, good, marketable and indefeasible title to the Property, subject only to those exceptions shown on the Title Commitment. (d) To Seller's knowledge, there is no litigation or proceeding pending or threatened against or relating to Seller, the Property or the use thereof, nor does Seller know of or have reasonable grounds to know of any basis for any such action or claim. (e) There are no liens or other encumbrances against the Property which will remain after the Closing and no mechanic or materialmen shall claim a lien against the Property for labor or materials furnished with respect to improvements on the Property. (f) There are no covenants, agreements, restrictions or other arrangements or understandings (whether in writing or of record) respecting the Seller, the Property, or the use or possession of the Property which would require payment by Buyer to any person, owners' association or other entity of or for shared easements, improvements, utilities or services; provided, however, in the event any such covenant, agreement, restriction or other arrangement or understanding exists and has been approved in writing by Buyer, Seller shall pay at or prior to closing all amounts accruing or becoming due and payable on or prior to Closing, and, other than real estate taxes described in paragraph 8, any regular periodic payments applicable to the Property accruing in the year of Closing shall be prorated to the date of Closing. 16. Survival of Representations, Warranties and Covenants. Each of the obligations, covenants, representations and warranties of the parties hereto set forth in this Agreement shall survive the Closing and shall not be merged in the deed or other instruments of conveyance. 17. Complete Agreement. This Agreement represents the entire agreement between Seller and Buyer covering everything agreed upon or understood in this transaction. There are no oral promises, conditions, representations, understandings, interpretations or terms of any kind as conditions or inducements 64850.2 5 to the execution hereof or in effect between the parties. No change or addition shall be made to this Agreement except by a written agreement executed by Seller and Buyer. 18. Authorized Signatories. The persons executing this Agreement for and on behalf of Buyer and Seller each represent that they have the requisite authority to bind the entities on whose behalf they are signing. 19. Partial Invalidity. If any term, covenant or condition of this Agreement is held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein. 20. Use of Brokers. Each party represents and warrants to the other that it has dealt with no broker, finder or other person with respect to this Agreement or the transactions contemplated hereby. Seller and Buyer each agree to indemnify and hold harmless one another against any loss, liability, damage, cost, expense or claim incurred by reason of any brokerage commission or finder's fee alleged to be payable because of any act, omission or statement of the indemnifying party. Such indemnity obligation shall be deemed to include the payment of reasonable attorney's fees and court costs incurred in defending any such claim. 21. Governing Iaw; Construction. (a) This Agreement shall be interpreted and enforced according to the Taws of the State of Indiana. (b) All headings and sections of this Agreement are inserted for convenience only and do not form part of this Agreement or limit, expand or otherwise alter the meaning of any provisions hereof. (c) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same agreement. (d) The provisions of this Agreement are intended to be for the sole benefit of the parties hereto and their respective successors and assigns, and none of the provisions of this Agreement are intended to be, nor shall they be construed to be, for the benefit of any third party. (e) Seller and Buyer hereby acknowledge that upon execution by all parties this Agreement is and will remain a public record under applicable laws, rules and ordinances. [THIS SPACE INTENTIONALLY LEFT BLANK] 64850/ 6 IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the date fast above written. SELLER: 7 Nathan B. Maudlin STATE OF INDIANA ) ) SS: COUNTY OF HAMILTON ) ne G. Maudlin Before me, allotary Public in and for said County and State, personally appeared Nathan B. Maudlin and Jeanne G. Maudlin, who acknowledged the execution of the foregoing "Real Estate Purchase Agreement" as their voluntary act and deed. Witness my hand and Notarial Seal this & day of<32,ott(A.ui 2005. Notary Public - Signature n-- ( io/ SAA- - p Notary Public - Printed My Commission Expires: /0-9-0? My County of Residence:[2.nt. 17D1� 64850.2 7 ```„tuuunstroo 1141131001/41/4 \‘‘ BUYER: CITY OF CARMEL REDEVELOPMENT COMMISSION on Carter, Acting President STATE OF INDIANA )SS: COUNTY OF HAMILTON ) Before me, a Notary Public in and for said County and State, personally appeared Ron Carter, by me known and by me known to be the Acting President of the City of Carmel Redevelopment Commission, who acknowledged the execution of the foregoing "Real Estate Purchase Agreement" on behalf of said redevelopment commission. Witness my hand and Notarial Seal this wday of f."--;4t., aty/ 2005. Notary PCtblic - Signature v/ (t s C e k / s 5 e/ Notary Public - Printed • My Commission Expires: 7 I C f �v 0 71 My County of Residence: mil It /9 64850.2 8 EXHIBIT A The Property Lot Number 10 in Spring Lake Estates, a subdivision in Hamilton County, Indiana, as per plat thereof, recorded as Instrument No. 9433343 in the Office of the Recorder of Hamilton County, Indiana. 64850.2 Lascrfiche MAR - 7 1013 City of Carmel RESIDENTIAL LEASE AGREEMENT RECEIVED FEB 2 4 2005 TI-115 LEASE, executed this �� "day of February, 2(05, Yy and between the CI 'Y C CARMEL REDEVELOPMENT COMMISSION ( "Landlord ") at d Nri tf -IAN Q. MAUDLRo AN JEANNE G. MAUDLIN, husband and wife (collectively, "TensntEja el Clerk Treasurer WI ITILSSE I I -l: 1. The Leased Premises. Landlord hereby leases and demises to Tenant and Tenant hereby leases from Landlord certain real estate located in Hamilton County. Indiana, more particularly described as 302 Pintail - Court, Carmel, Indiana 46032 (the "Real Estate "), together with the single family dwelling located thereon (the "House "). For ease of reference, the Real Estate and the 1-louse are hereinafter collectively referred to as the "Leased Premises." 2.h� Term. The term of this Lease shall be for a period of up to thirty (30) days, beginning February d7, 2005 (the "Commencement Date ") and ending no later than Marche, 2005 (the "Lease Term "). Tenant shall notify Landlord in writing five (5) days prior to its vacation of the Leased Premises. This Lease is conditioned upon Landlord's purchase of the Leased Premises from Tenant. In the event Landlord does not purchase the Leased Premises by February 5; 2005, this Lease shall be null and void. 3. Rent. (a) Minimum Rent. Tenant shall pay to Landlord as rent for the Leased Premises the suns of One Dollar ($1.00), payable upon the signing of this Lease. (b) Additional Rent. In addition to rent, Tenant shall pay , as additional rent, all other sums and charges required to be paid by Tenant under this Lease, whether paid to Landlord or directly to the provider of any goods or services. If, in the event Tenant fails to pay, within thirty (30) days after the same is due and payable, any rent or other sum or charge required to be paid by Tenant to Landlord under this Lease, such unpaid amount shall bear interest from the due date thereof to the date of payment at the rate of eighteen percent (18 %) per annum or the highest rate permissible under applicable law, whichever is less, until paid. 4. Holding Over. If Tenant holds over and remains in possession of the Leased Premises after the expiration or earlier termination of the Lease Tenn, and rent is paid by Tenant and accepted by Landlord, such holding over and continued occupancy shall create a tenancy from month to month upon the same terms and conditions set forth herein except that the monthly minimum rent payable by Tenant shall be the fair market rental amount for the Leased Premises. Either party may terminate such holdover upon thirty (30) days prior written notice to the other party. 5. Condition of Leased Premises. Tenant has personally examined and knows the condition of the Leased Premises and accepts the same "as is" without representation or warranty by 65323.1 Cl.l\4.t_.._,. #. INS is SGJ3 Landlord of any kind and with the understanding that Landlord shall have no responsibility with respect thereto. 6. Insurance. Landlord shall maintain public liability and property damage insurance on the Leased Premises. Tenant shall maintain renters' insurance with liability coverage on Tenant's personal property and the Leased Premises in amounts satisfactory to Landlord and with a company acceptable to Landlord, naming Landlord as an additional insured. Tenant shall furnish Landlord with certificates evidencing such coverage. 7. Real Estate Taxes. Landlord shall pay all real estate taxes and assessments which are due and payable during the Lease Term. 8. Use of Leased Premises. The Leased Premises are to be used by Tenant solely as a single family residence, and Tenant shall not allow the Leased Premises to be used for any purpose other than the use herein specified. Tenant covenants and agrees that Tenant will use, maintain and occupy the Leased Premises in a careful, safe and proper manner and will not conuvit waste thereon. 9. Maintenance and Repair. During the tens of this Lease, Tenant, at Tenant's expense, shall maintain the Leased Premises in good condition and repair, including, but not limited to, routine maintenance and upkeep of the yard and maintenance and repair of the House and all household appliances, systems and facilities affixed to the Leased Premises. Landlord shall have absolutely no responsibility for the maintenance and /or repair of the Leased Premises. If there is a major item (i.e., furnace stops working) which, after reasonable maintenance and repair, a qualified service technician advises should be replaced, neither Landlord nor Tenant shall be obligated to replace such item. If Landlord does not replace such item, Tenant, at Tenant's expense, may complete a short- term, temporary repair of the item provided that (i) Tenant notifies Landlord in writing and in advance of making such repair, and Landlord consents to such repair; (ii) such repair does not pose a safety hazard; (iii) such repair is done by a qualified service technician in a good and workmanlike manner; and (iv) such repair is made in accordance with all applicable laws. 10. Assignment and Sublease. Tenant shall not assign this Lease in whole or in part or sublet the Leased Premises in whole or in part. 1 I . Default and Remedy. Each of the following shall be deemed a default by Tenant: (a) Failure to make any payments provided in this Lease when due. (b) Failure to perform any act to be performed by Tenant hereunder or to comply with any condition or covenant contained herein. In the event of any default provided above and the continuance of such a default after ten (1 0) days written notice is given by Landlord to Tenant, Landlord may cure Tenant's default, in which event Tenant shall reimburse Landlord for any costs and expenses Landlord incurs to cure such default, or Landlord may terminate this Lease. In the event of termination of this Lease. Landlord may re -enter the Leased Premises, take possession of all or any part thereof, and remove all property 65323.1 'J and persons therefrom and shall not be liable for any damage therefore or for trespass. No such re -entry shall be deemed a satisfaction of Tenant's obligation to pay the rent as provided herein or any other obligations of Tenant hereunder. The failure of Landlord to exercise any option herein provided on account of any default shall not constitute a waiver of the same or any subsequent default, and no waiver of any condition or covenant of this Lease by either party shall be deemed to constitute a waiver by either party of any default for the sane or any other condition or covenant. 12. Inspection. Landlord or Landlord's agent shall be permitted to inspect or examine or conduct tests upon the Leased Premises at any reasonable time upon prior written notice to Tenant; except that in the event of an emergency, no notice to Tenant is required. 13. Eminent Domain. If all or any part of the Leased Premises shall be acquired by the exercise of eminent domain by any public or quasi - public body other than the City of Carmel, Landlord shall be entitled to all of the damages awarded by the condemning authority for the value of the Leased Premises. In the event the Leased Premises are untenantable as a result of such eminent domain action, this Lease shall terminate immediately. 14. Fire and Casualty. In the event the Leased Premises are damaged by fire or other casualty. Lessor shall promptly repair and restore the Leased Premises to the extent insurance proceeds are available to make such repairs and restorations. In the event the Leased Premises are so damaged or destroyed as to be untenantable, this Lease shall terminate immediately. 15. Landlord's Non - Liability. Landlord shall not be liable for damage to any person or property due to the condition of the Leased Premises or to the occurrence of any accident in or about the Leased Premises or due to any act or neglect of Tenant or any other occupant of the Leased Premises or of any person. Tenant shall indemnify and save Landlord harmless from all liability to any person for damage or injury to any person or property resulting from the use or condition of the Leased Premises, and shall protect against such liability with public liability insurance, as provided in Paragraph 6 herein, naming Landlord as an additional insured. Notwithstanding any other provision of this Lease, Landlord and Tenant agree to relieve each other from any liability due to loss or damage to property for which either has been reimbursed by insurance; and each agrees to obtain a waiver from its insurance carrier, or have policies which automatically grant such waiver, of the right of subrogation against the other, 16. Utilities. Tenant shall pay for the use of all utilities serving the Leased Premises during the (..ease Term. 17. Liens. If, because of any act or omission of Tenant or any person claiming by, through, or under Tenant, any mechanic's lien or other lien shall be filed against the Leased Premises (whether or not such lien is valid or enforceable as such). Tenant shall, at its own expense, cause the same to be discharged of record within thirty -five (35) days after die date of filing thereof, and shall also indemnify Landlord and hold it harmless from all claims, losses, damages, judgments, 65323.1 settlements, costs and expenses, including attorneys' fees, resulting therefrom or by reason thereof. Landlord may, but shall not be obligated to, pay the claim upon which such lien is based so as to have such lien released of record; and, if Landlord does so, then Tenant shall pay to Landlord, as additional rent, upon demand, the amount of such claim; plus all other costs and expenses incurred in connection therewith, plus interest thereon at the rate of twelve percent (12 %) per annum until paid. 18. Surrender. Upon the expiration or other termination of this Lease, Tenant shall quit and surrender to Landlord the Leased Premises in a safe, good and broom -clean condition, free of all rubble and debris. Tenant shall remove only Tenant's personal property from the Leased Premises. Tenant's obligation to observe or perform this covenant shall survive the expiration or other termination of this Lease. 19. Notice. Any notice required or permitted to be given or served by either party to this Lease shall be deemed to have been given or served when made in writing, by certified or registered mail, addressed as follows: Landlord: City of Carmel Redevelopment Commission One Civic Square Carmel, Indiana 46032 Attention: Les A. Olds Tenant: Nathan 13. Maudlin and Jeanne G. Maudlin 302 Pintail Court Carmel, Indiana 46032 The addresses may be changed from time to time by either party's serving notice as above provided. 20. Governing Law. This Lease shall be governed in accordance with the laws of the State of Indiana. 21. indemnification. Tenant shall be liable for and hereby agrees to pay all expenses, including reasonable attorneys' fees; incurred by Landlord in connection with any default by Tenant of the terns, covenants and conditions contained in this Lease. The obligations of Tenant under this Lease shall be joint and several. [THIS SPACE INTENTIONALLY LEFT BLANK] 65323.1 4 IN WITNESS WHEREOF, the parties hereto have executed this Lease Agreement the day and year first above written. LANDLORD: CffY OF CARMEL REDEVELOPMENT COMMISSION STATE OF INDIANA ) ) SS: COUNTY OF' HAMILTON ) Ids. Director Before me, a Notary Public in and for said County and State, personally appeared Les Olds, by me known and by me known to be the Director of the City of Carmel Redevelopment Commission, who acknowledged the execution ofthe foregoing "Residential Lease Agreement " on behalf of said redevelopment commission. Witness my hand and Notarial Seal this My Commission Expires: My County of Residence: day o otary P blic - Signature Notary ued CYNTHIA H. BABE Comm. Exp. 5-16-2007. Res. of Marion Co. 65323.1 5 TENANT: notk_ Nathan B. Maudlin STATE OF INDIANA ) SS: COUNTY OF HAMILTON ) Before me, a Notary Public in and for said County and State, personally appeared Nathan B. Maudlin and Jeanne G. Maudlin, who acknowledged the execution of the foregoing "Residential Lease Agreement" as their voluntary act and deed. Witness my hand and Notarial Seal this 02 ¥dav of Notary Nota CYNTHIA H. BABB ..... - 6-2007 intedieS. of Marion Co. My Commission Expires: My County of Residence: 65333.1 6